VBTX insider reports 50,652 shares, 3,128 RSUs converted at 1.95x

Rhea-AI Filing Summary

Veritex Holdings (VBTX) director reports merger-related dispositions. On 10/20/2025, Huntington Bancshares Incorporated acquired Veritex under a July 13, 2025 merger agreement. Each Veritex common share converted into the right to receive 1.95 shares of Huntington common stock.

The director reported disposing of 50,652 shares of common stock and 760 shares held indirectly by son, reflecting conversion at closing. In addition, 3,128 restricted stock units were canceled and converted into Huntington common stock per the exchange ratio, less applicable tax withholdings. Following these transactions, the filing shows 0 shares and 0 derivative securities beneficially owned.

Insights

M&A and Equity Compensation Analyst

Form 4 shows share and RSU conversion from Veritex–Huntington merger.

A director of Veritex reported dispositions tied to the merger with Huntington Bancshares effective 10/20/2025. Each Veritex common share converted into the right to receive 1.95 Huntington shares, so open-market pricing is not listed here.

The filing lists 50,652 common shares and 760 indirect shares (by son) disposed, plus 3,128 RSUs canceled and converted into Huntington stock at the same ratio, net of withholding. Beneficial ownership after the transactions is shown as zero, consistent with a closing conversion.

This is primarily administrative disclosure of insider holdings realigning to the acquirer’s stock; actual impact depends on the merger terms already in effect.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sughrue John

(Last) (First) (Middle)

C/O VERITEX HOLDINGS, INC.

8214 WESTCHESTER DRIVE, SUITE 800

(Street)

DALLAS TX 75225

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Veritex Holdings, Inc. [ VBTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/20/2025		D(1)		50,652	D	(2)	0	D
Common Stock	10/20/2025		D(1)		760	D	(2)	0	I	By Son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(3)	10/20/2025		D(1)			3,128	(4)	(4)	Common Stock	3,128	(4)	0	D

Explanation of Responses:

1. On October 20, 2025, Huntington Bancshares Incorporated (Huntington) acquired the Issuer pursuant to the terms of that certain Agreement and Plan of Merger entered into by and between Huntington and the Issuer, dated as of July 13, 2025 (the Merger Agreement). Pursuant to the terms of the Merger Agreement, the Issuer merged with and into Huntington, with Huntington surviving such merger (the Merger).

2. Pursuant to the terms of the Merger Agreement, each share of Issuer common stock (other than certain excluded shares) outstanding immediately prior to the effective time of the Merger (the Effective Time) converted into the right to receive 1.95 shares of Huntington common stock (the Merger Consideration).

3. Each restricted stock unit represents a right to receive at settlement one share of common stock of the Company.

4. Pursuant to the terms of the Merger Agreement, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive (without interest) a number of shares of Huntington common stock equal to the product of (i) the number of shares of Issuer common stock subject to such RSU immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio (as defined below), less any applicable tax withholdings. The ratio of 1.95 shares of Huntington common stock for one share of Issuer common stock is referred to as the Exchange Ratio.

Remarks:

	/s/ C. Malcolm Holland, III, by power of attorney	10/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What happened to Veritex (VBTX) on October 20, 2025?

Huntington Bancshares Incorporated acquired Veritex pursuant to a merger agreement effective on 10/20/2025.

What exchange ratio was used in the Veritex–Huntington merger?

Each Veritex common share converted into the right to receive 1.95 shares of Huntington common stock.

How many Veritex shares did the director report disposing of?

The filing reports dispositions of 50,652 common shares and 760 shares held indirectly by son.

What happened to the director’s Veritex RSUs?

3,128 restricted stock units were canceled and converted into Huntington common stock using the 1.95 exchange ratio, less tax withholdings.

What is the director’s beneficial ownership after the merger transactions?

The filing shows 0 Veritex common shares and 0 derivative securities beneficially owned following the reported transactions.

Who acquired Veritex (VBTX)?

Huntington Bancshares Incorporated acquired Veritex under the merger agreement dated July 13, 2025.